PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
São Paulo, S.P., 05429-900
Federative Republic of Brazil
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
in paper as permitted by Regulation S-T Rule 101(b)(1)__.
in paper as permitted by Regulation S-T Rule 101(b)(7)__.
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
registrant in connection with Rule 12g3-2(b):
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP
Publicly-held company
CNPJ No 43.776.517/0001-80
NIRE nº 35.3000.1683-1
MATERIAL FACT
The Companhia de Saneamento Básico do Estado de São Paulo – Sabesp (“SABESP” or “Company”), in compliance with Rule No. 358 issued by the Brazilian Securities and Exchange Commission (“CVM”), dated as of January 3, 2002, as amended, hereby informs its shareholders and the market in general that it was approved the 25th issuance of simple, unsecured and non-convertible debentures, in up to three series, for public distribution, with restricted placement efforts, pursuant to CVM Rule No. 476, dated as of January 16, 2009, as amended (“CVM Rule 476”), in the total amount of one billion reais (R$ 1,000,000,000.00) (“Debentures” and “Offer”, respectively). The amount of the Debentures to be allocated in each series of the Offer will occur through the communicating vessels system.
It shall be adopted the procedure for collecting the investment intentions of the potential professional investors (bookbuilding procedure) in the Debentures,at different levels of interest rates, in order to define together with theCompany: (i)the existence of the first series and the third series of the Offer; (ii)the number of Debentures to be placed in each series of the Offer; and (iii) the final interest to be used in connection to the remuneration of each series.
The Offer will target professional investors only, in compliance with Article 9-A of CVM Rule 539, of November 13, 2013, as amended, and Article 2 of CVM Rule 476. According to Article 3 of CVM Rule 476, the Offer will be presented to a maximum of seventy-five (75) professional investors, though the Debentures may only be subscribed by a maximum of fifty (50) professional investors. The process of structuring the Offer and distribution of the Debentures will be undertaken by a consortium of financial institutions belonging to the Securities Distribution System.
The proceeds from the issuance and offering of the Debentures will be used to the refinance of its financial commitments maturing in 2020 and to replenish the Company's cash position.
This Material Fact is disclosed by the Company exclusively for informative purposes, in accordance with current regulations, and should not be interpreted or considered, for all legal purposes, as a material or effort to sell or offer.
São Paulo, February 20, 2020.
Rui de Britto Álvares Affonso
Chief Financial Officer and Investor Relations Officer
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Companhia de Saneamento Básico do Estado de São Paulo - SABESP | ||
By: | /s/ Rui de Britto Álvares Affonso | |
Name: Rui de Britto Álvares Affonso Title: Chief Financial Officer and Investor Relations Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.